S-1MEF

As filed with the Securities and Exchange Commission on December 16, 2025.

Registration No. 333-    

 

 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Medline Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   3841   33-1845288

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

3 Lakes Drive

Northfield, Illinois 60093

Telephone: (847) 949-5500

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

James Boyle

Chief Executive Officer

Medline Inc.

3 Lakes Drive

Northfield, Illinois 60093

Telephone: (847) 949-5500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Joshua Ford Bonnie

Jonathan R. Ozner

Katharine L. Thompson

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, D.C. 20001

Telephone: (202) 636-5500

 

Alex Liberman

Chief Legal Officer

Medline Inc.

3 Lakes Drive

Northfield, Illinois 60093

Telephone: (847) 949-5500

 

Jason M. Licht

Patrick H. Shannon

Cathy A. Birkeland

Latham & Watkins LLP

555 Eleventh Street, N.W.

Washington, D.C. 20004

Telephone: (202) 637-2200

 

 

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-291112

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 
 


EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Medline Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333-291112), as amended, which was declared effective by the Commission on December 16, 2025 (the “Prior Registration Statement”). The Registrant is filing this Registration Statement for the sole purpose of registering the sale of an additional 42,589,654 shares of the Registrant’s Class A common stock, which includes 5,555,172 shares of Class A common stock that may be sold as part of the underwriters’ option to purchase additional shares. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the filing fee table filed as Exhibit 107 to the Prior Registration Statement.

The Registrant hereby (i) undertakes to pay the Commission the filing fee set forth in Exhibit 107 of this Registration Statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on December 17, 2025) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northfield, State of Illinois, on the 16th day of December, 2025.

 

MEDLINE INC.

By:   /s/ James M. Boyle
 

Name: James M. Boyle

Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 16th day of December, 2025.

 

Signature

  

Title

/s/ James M. Boyle

James M. Boyle

  

Chief Executive Officer and Director

(principal executive officer)

*

Charles N. Mills

   Chair of the Board of Directors

*

Joseph P. Baratta

   Director

*

Jacob D. Best

   Director

*

Richard A. Galanti

   Director

*

Patrick J. Healy

   Director

*

Andrew J. Mills

   Director

*

Robert R. Schmidt

   Director

*

Anushka M. Sunder

   Director

*

Thomas W. Sweet

   Director

*

Stephen H. Wise

   Director


Signature

  

Title

*

Michael B. Drazin

  

Chief Financial Officer

(principal financial officer and principal accounting officer)

 

* By:   /s/ James M. Boyle
 

Name: James M. Boyle

 

Title: Attorney-in-fact

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated February 28, 2025, with respect to the consolidated financial statements of Medline Holdings, LP included in Amendment No. 2 to the Registration Statement (Form S-1 No. 333-291112) and related Prospectus of Medline Inc. for the registration of shares of its Class A common stock.

/s/ Ernst & Young LLP

Chicago, Illinois

December 16, 2025

EX-FILING FEES
S-1 S-1MEF EX-FILING FEES 333-291112 0002046386 Medline Inc. N/A N/A 0002046386 2025-12-16 2025-12-16 0002046386 1 2025-12-16 2025-12-16 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-1

Medline Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Class A common stock, $0.0001 par value per share 457(a) 42,589,654 $ 29.00 $ 1,235,099,966.00 0.0001381 $ 170,567.31
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 1,235,099,966.00

$ 170,567.31

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 170,567.31

Offering Note

1

(a) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended. (b) Includes 5,555,172 shares of our Class A common stock that are subject to the underwriters' option to purchase additional shares. (c) The shares of Class A common stock being registered hereunder are in addition to the 205,850,000 shares of Class A common stock registered pursuant to the Registrant's Registration Statement on Form S-1 (File No. 333-291112).

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A